MBX Biosciences Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

MBX Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of April 7, 2025, the board of directors (the “Board”) of MBX Biosciences, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “NCG Committee”), appointed Steven L. Hoerter as a director of the Company. The Board determined that Mr. Hoerter is independent under the applicable listing standards of The Nasdaq Stock Market (“Nasdaq”). In connection with the appointment, the Board approved an increase in the size of the Board from eight to nine members.

Mr. Hoerter has been designated as a Class III director, to serve until the Company’s 2027 Annual Meeting of Stockholders, in accordance with the Company’s amended and restated by-laws and to serve thereafter until his successor has been duly elected and qualified or until his earlier death, removal or resignation.

In connection with his appointment as a non-employee director, Mr. Hoerter will receive the same compensation paid to other non-employee directors, which is described under the caption "Non-employee director compensation policy" in the Company's prospectus dated September 12, 2024 filed on September 13, 2024. In addition, in connection with his election, the Company is entering into an indemnification agreement with Mr. Hoerter in the same form as used with the Company’s other directors.

There are no arrangements or understandings between Mr. Hoerter and any other persons pursuant to which he was selected as a director of the Company, and there are no transactions in which Mr. Hoerter has an interest requiring disclosure under Item 404(a) of Regulation S-K.

The compositions of the Compensation Committee, Nominating and Corporate Governance Committee, Audit Committee and Science and Medicine Committee remain unchanged.

Item 7.01 Regulation FD Disclosure.

On April 7, 2025, the Company issued a press release announcing Mr. Hoerter’s appointment to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.